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| 1. |
Subject of Opinion
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| 2. |
Documents Examined
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2.1
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the Registration Statement;
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2.2
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the Plan;
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| 2.3 |
a copy of the following documents of the Company, as certified by the Secretary thereof on 26 March 2025:
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(a)
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certificate of incorporation;
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(b)
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memorandum of association;
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(c)
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certificate of deposit of memorandum of increase of share capital;
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(d)
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certificate of deposit of memorandum of reduction of share premium;
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(e)
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bye-laws;
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(f)
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register of directors and officers;
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(g)
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tax assurance;
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Golar LNG Limited (the “Company”)
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27 March 2025
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| 2.4 |
an extract from minutes of a meeting of the board of directors of the Company held on 13 August 2024, as certified by the Secretary of the Company on 26 March 2025
(the “Resolutions”);
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| 2.5 |
Certificate of Compliance issued by the Registrar of Companies on 26 March 2025 in respect of the Company;
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| 2.6 |
such other documents as we have deemed necessary in order to render this opinion
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| 3. |
Opinion Limited to Bermuda Law
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| 4. |
Assumptions
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| (a) |
the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all Documents and the authenticity and completeness of the originals from which such copies were taken;
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| (b) |
the truth, accuracy and completeness as at the date hereof of all representations as to factual matters, warranties and statements of fact or law, other than as to the laws of Bermuda, made in the
Registration Statement, the Plan and other Documents;
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| (c) |
that the Resolutions certified as being true and accurate and provided to us in connection with the giving of this opinion were duly passed by the duly elected or appointed directors of the Company; that any
provisions contained in the Companies Act 1981 of Bermuda, as amended, (the “Companies Act”) or the bye-laws of the Company relating to the
declaration of directors’ interests and the convening of, the quorum required for, and voting at meetings of the directors were duly observed; that there is no matter affecting the authority of the directors of the Company to authorize
the Plan and the issuance of the Shares not disclosed by the memorandum of association or bye-laws of the Company or the Resolutions which would have any adverse implication in relation to the opinions expressed herein; and that such
Resolutions have not been amended or rescinded, either in whole or in part, and are in full force and effect;
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| (d) |
that the Resolutions contain all resolutions amending or affecting the Plan;
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Golar LNG Limited (the “Company”)
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27 March 2025
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| (f) |
that there is no provision of any award agreement or option agreement which would have any implication in relation to the opinions expressed herein;
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| (g) |
that, upon the issue of any Shares, the Company will receive consideration for the full issue price thereof, which shall be equal to at least the par value thereof;
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| (h) |
that, on the date of issuance of any of the Shares, the Company will have sufficient authorised but unissued common shares;
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| (i) |
that, on the date of issuance of any award or option under the Plan and on the date of exercise of any such award or option, the Company will be able to pay its liabilities as they become due; and
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| (j) |
that the Company’s common shares will be listed on an appointed stock exchange, as defined in the Companies Act.
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| 5. |
Opinion
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| 5.1 |
The Company has been duly incorporated and is validly existing under the laws of Bermuda.
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| 5.2 |
The Shares, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof
in connection with the issue of the Shares).
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| 6. |
Consent
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